UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2011

 

 

CNL Properties Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-168129   27-2876363

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification no.)

450 South Orange Ave.  
Orlando, Florida   32801
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (407) 650-1000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

CNL Properties Trust, Inc. (the “Company”) amended its charter as of September 14, 2011 to opt out of certain provisions of the Maryland General Corporation Law that address actions that may be taken by a Maryland corporation in connection with the anticipated defense of an unsolicited takeover offer and to modify certain other matters relating to the calculation of certain fees potentially due to CNL Properties Corp., the Company’s advisor, following the termination of the advisor by the Company without cause under the Advisory Agreement. A copy of the articles of amendment as filed with the Department of Assessments and Taxation of the State of Maryland (the “Articles of Amendment”) is attached herewith as Exhibit 3.1 and incorporated by reference herein. In connection with the modification to Section 4.9 in the Articles of Amendment, on October 5, 2011 the Company and CNL Properties Corp. entered into a First Amendment to the Advisory Agreement, which resulted in a corresponding amendment to Section 18(b) of the Advisory Agreement dated as of June 8, 2011. The First Amendment to the Advisory Agreement is attached herewith as Exhibit 10.1 and incorporated by reference herein.

On October 5, 2011, the Company announced that it has accepted subscription funds exceeding $2.0 million, the minimum offering amount for its public offering, and issued shares to its initial investors who were admitted as stockholders as of October 5, 2011. Following this announcement, the Company’s board of directors expects to declare a monthly cash distribution of $0.03333 and a monthly stock distribution of 0.002500 shares on each outstanding share of common stock on November 1, 2011 and on the first day of each month thereafter pursuant to its recently adopted distribution policy. The cash and stock distributions equate to an annualized distribution rate of 4 percent and 3 percent, respectively, for a total annualized distribution of 7 percent on the $10 offering price. In connection with the acceptance of subscriptions, the Company issued a press release, a copy of which is attached herewith as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

(d)

 

  3.1 Articles of Amendment of the Company dated September 14, 2011

 

  10.1 First Amendment to Advisory Agreement among the Company, CNL Properties Corp. and CNL Properties Trust, LP dated October 5, 2011

 

  99.1 Press Release dated October 5, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 5, 2011   CNL PROPERTIES TRUST, INC.
 

/s/ Joseph T. Johnson

  Name:   Joseph T. Johnson
  Title:   Senior Vice President and
    Chief Financial Officer

Exhibit 3.1

ARTICLES OF AMENDMENT

OF

CNL PROPERTIES TRUST, INC.

CNL Properties Trust, Inc., a Maryland corporation having its principal office at 836 Park Avenue, 2 nd Floor, Baltimore, Maryland 21201 (hereinafter, the “ Company ”), hereby certifies to the Department of Assessments and Taxation of the State of Maryland, that:

FIRST: Article 9, Section 4.9 of the Company’s charter (“ Charter ”) is hereby amended in its entirety to read as follows:

SECTION 4.9 Performance Fee . Upon termination of the Advisory Agreement other than for Cause (as defined in the Advisory Agreement), the Advisor shall be entitled to receive a Performance Fee (the “Performance Fee”). The Performance Fee shall be calculated upon a Liquidity Event or Sale following the termination of the Advisory Agreement and (A) in the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee described in Section 4.8 above and (B) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds as described in Section 4.7 above; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (1) the number of days elapsed from the initial effective date of the Advisory Agreement (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (2) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash, Listed Equity Shares priced at the Market Value (exclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not also receive a Performance Fee under this Section 4.9.

SECOND: Article 8, Section 8.4 of the Charter entitled “Stockholder Action to be Taken by Meeting” is hereby deleted in its entirety, and replaced with “SECTION 8.4. Intentionally Omitted.”

THIRD: Article 8 of the Charter is hereby amended to add a new Section 8.12 to read as follows:

SECTION 8.12 Voting Requirements. The Company may not take advantage of the following permissive provisions of Title 3, Subtitle 8 of the MGCL such that: (i) the Company may not elect to be subject to a two-thirds voting requirement for removing a director and (ii) the Company may not elect to be subject to a majority requirement for the calling of a special meeting of stockholders.

FOURTH: The amendments to the Charter as hereinabove set forth were advised by the board of directors and approved by the sole stockholder of the Company as required by law.

FIFTH: The undersigned, President of the Company, hereby acknowledges, in the name and on behalf of said Company, that the foregoing Articles of Amendment are a corporate act of said Company and further certifies that to the best of his knowledge, information and belief, that the matters and facts set forth herein with respect to the approval thereof are true in all material respects, under penalties of perjury.

IN WITNESS WHEREOF , CNL Properties Trust, Inc. has caused these Articles of Amendment to be signed on its behalf by its Chief Financial Officer and attested to by its Secretary on September 14, 2011.

 

ATTEST:     CNL PROPERTIES TRUST, INC.
By:  

/s/ Holly J. Greer

    By:  

/s/ Joseph T. Johnson

  Holly J. Greer, Secretary       Joseph T. Johnson, Chief Financial Officer

Exhibit 10.1

FIRST AMENDMENT TO ADVISORY AGREEMENT

This FIRST AMENDMENT TO ADVISORY AGREEMENT (this “ Amendment ”) is made as of October 5, 2011 by and between CNL PROPERTIES TRUST, INC. , a corporation organized under the laws of the State of Maryland (the “ Company ”), CNL PROPERTIES CORP. , a corporation organized under the laws of the State of Florida (the “ Advisor ”), and CNL PROPERTIES TRUST, LP , a limited partnership organized under the laws of the State of Delaware (the “ Operating Partnership”) . The Company, the Advisor and the Operating Partnership are sometimes, as applicable, individually or collectively referenced herein as a “ Party ” or the “ Parties. ”

RECITALS

WHEREAS , the Company, the Advisor and the Operating Partnership entered into that certain Advisory Agreement dated as of June 8, 2011 (the “ Advisory Agreement ”); and

WHEREAS , the Parties desire to enter into this Amendment for the purpose of modifying the calculation of the Performance Fee (as defined in the Advisory Agreement) payable to the Advisor pursuant to Section (18)(b) of the Advisory Agreement.

NOW, THEREFORE , for and in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Recitals . The recitals set forth above are true and correct and constitute a part of this Amendment.

2. Payments to and Duties of Advisor Upon Termination . Section (18)(b) of the Advisory Agreement is hereby amended in its entirety to read as follows:

“(18)(b) Upon a Termination Event, the Advisor shall be entitled to payment of the Performance Fee. The Performance Fee shall be calculated upon a Liquidity Event or Sale following such Termination Event and (i) in the event of a Liquidity Event, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Incentive Fee and (ii) in the case of one or more Sales, the Performance Fee shall be calculated and paid in the same manner as the Subordinated Share of Net Sales Proceeds; provided, however, that the amount of the Performance Fee paid to the Advisor shall be equal to the amount as calculated above multiplied by the quotient of (A) the number of days elapsed from the initial effective date of the Agreement with CNL Properties Corp. (the “Initial Effective Date”) to the effective date of the Termination Event, divided by (B) the number of days elapsed from the Initial Effective Date through the date of the Liquidity Event or the Sale, as applicable. The Company shall have the option to pay the Performance Fee in cash

, Listed Equity Shares priced at the Market Value (exclusive of the amount of any cash consideration included in the calculation thereof) or Listed equity Securities received by Stockholders in exchange for their Common Shares priced at Market Value (exclusive of the amount of any cash consideration included in the calculation thereof), such fee to be payable within thirty (30) days following final determination of the Performance Fee. If the Subordinated Incentive Fee or the Subordinated Share of Net Sales Proceeds is payable to the Advisor in connection with a Liquidity Event or Sale, then the Advisor shall not receive a Performance Fee under this Section 18(b).”

3. Binding Effect . This Amendment shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns.

4. Modification/Amendment . This Amendment may only be amended or modified in a writing signed by all of the Parties.

5. Execution of Amendment . A Party may deliver executed signature pages to this Amendment by facsimile or electronic transmission to the other Party, which facsimile or electronic copy shall be deemed to be an original executed signature page. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties hereto had signed the same signature page.

6. Ratification . The terms and provisions in the Advisory Agreement are deemed amended if and to the extent inconsistent with the terms and provisions in this Amendment. Otherwise, the terms and provisions in the Advisory Agreement are hereby ratified and confirmed by the Parties. Except as modified herein, all other terms and conditions of the Advisory Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives, as of the date first written above.

 

CNL PROPERTIES TRUST, INC.
By:  

/s/ Stephen H. Mauldin

Name: Stephen H. Mauldin
Its: Chief Operating Officer and President
CNL PROPERTIES CORP.
By:  

/s/ Holly Greer

Name: Holly Greer
Its: Senior Vice President, Legal Affairs

CNL PROPERTIES TRUST, LP

 

By:   CNL PROPERTIES TRUST GP, LLC,

A Delaware limited liability company

 

By:   CNL PROPERTIES TRUST, INC.,

A Maryland corporation,

Its Managing Member

By:  

/s/ Stephen H. Mauldin

Name:  

Stephen H. Mauldin

Title:  

Chief Operating Officer and President

Exhibit 99.1

LOGO             

News Release

For information contact:

Lisa Schultz

Chief Communications and Human Capital Officer

CNL Financial Group

(407) 650-1223

CNL PROPERTIES TRUST BREAKS ESCROW

— REIT to admit new stockholders daily —

(ORLANDO, Fla.) Oct. 5, 2011 — CNL Properties Trust, Inc., a non-traded real estate investment trust (REIT) focusing on healthcare and senior living, lifestyle, lodging and specialty properties, announced today that it has raised proceeds sufficient to break escrow through its continuous public offering. CNL Properties Trust has accepted subscription funds of more than $2.0 million and issued approximately 227,000 shares to its initial investors, who were admitted as stockholders. New stockholders will now be admitted daily.

“We are pleased with the early and high level of interest CNL Properties Trust has received from investors,” said Thomas K. Sittema, CEO of CNL Properties Trust. “We believe that our diversified yet carefully targeted investment strategy for this REIT is yielding attractive market opportunities and we are looking forward to putting shareholders’ money to work.”

Following this announcement, the board of directors of CNL Properties Trust expects to declare a monthly cash distribution of $0.03333 and a monthly stock distribution of 0.002500 shares on each outstanding share of common stock on November 1, 2011 and on the first day of each month thereafter pursuant to its recently adopted distribution policy. The cash and stock distributions equate to an annualized distribution rate of 4 percent and 3 percent, respectively, for a total annualized distribution of 7 percent based on the $10 offering price.

About CNL Properties Trust, Inc.

CNL Properties Trust, Inc. will seek to acquire properties in the healthcare and senior living, lifestyle, lodging and specialty property asset classes. The company intends to qualify as a real estate investment trust. CNL Financial Group is the sponsor of CNL Properties Trust, Inc. For more information, visit www.CNLPropertiesTrust.com .

About CNL Financial Group

CNL Financial Group (CNL) is a leading private investment management firm providing global real estate and alternative investments. Since inception in 1973, CNL and/or its affiliates have formed or acquired companies with more than $25 billion in assets. CNL is headquartered in Orlando, Florida.

 

—more—

Page 2/CNL Properties Trust Breaks Escrow

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, including, among others, statements regarding CNL Properties Trust’s ability to acquire assets at attractive prices, diversification of asset classes, future financial position, and business strategy are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the CNL Properties Trust’s management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the company’s ability to control or predict. Such factors include, but are not limited to, the company’s success in implementing its financial and operational initiatives, competition in the company’s markets, the company’s ability to raise equity and obtain financing for transactions, the company’s ability to identify investments, the impact of tighter credit markets, changes in national, regional and local economic, political or business conditions, the company’s ability to qualify as a real estate investment trust. Other important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the company’s SEC reports, accessible on the SEC’s website at www.sec.gov and the company’s website at www.CNLPropertiesTrust.com .

Management believes these forward-looking statements are reasonable; however, reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to CNL Properties Trust or persons acting on its behalf are qualified in their entirety by these cautionary statements.

There can be no assurance that CNL Properties Trust will experience results similar to those of past CNL offerings. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor the sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering of these securities will be made only by means of a prospectus available to download at www.CNLPropertiesTrust.com or from participating broker-dealers.

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